UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterquarterly period ended February 28, 2009

oJune 30, 2023

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

000-55961

Commission File Number:

SEW CAL LOGO, INC.

 (ExactNumber

Decentral Life, Inc.

(Exact name of Registrantsmall business issuer as specified in its charter)

Nevadanevada46-0495298

(State or other jurisdiction of

incorporation or organization)

 (I.R.S.

(I.R.S. Employer I.D.

Identification No.)

207 W. 138th Street, Los Angeles, California 90061

(Address of principal executive offices) (Zip Code)

Issuer's

6400 S. Fiddlers Green Circle

Suite 1180

Greenwood Village, CO80111

(855)933-3277

(Company’s telephone number, including area code: (310) 352-3300

code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesx No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filero
Non-accelerated filero(Do☐ (Do not check if a smaller reporting company)Smaller reporting companyx
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o Nox
��
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant

The Company has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares7,394,792,892 Class A Common Stock Shares outstanding of each of the Issuer's classes of common equity as of the latest practicable date: At May 31, 2008, there were 89,291,535 shares of the registrant's Common Stock outstanding and 300,000 shares of Series A Preferred Stock outstanding.
August 21, 2023.

 

1

 

TABLE OF CONTENTS

IndexPage Number
PART IFINANCIAL INFORMATION3F-1
ITEM 1.Financial StatementsF-1
ITEM 1.1A.Financial StatementsRisk Factors3
Report of Independent Registered Public Accountant4
Consolidated Balance Sheets as of February 28, 2009 (Unaudited) and August 31, 20085
Consolidated Statements of Operations (Unaudited) for the six and three months ended February 28, 2009 and 20086
Consolidated Statements of Stockholders' Equity (Unaudited) cumulative from August 31, 2005 (Inception) to February 28, 20097
Consolidated Statements of Cash Flows (Unaudited) for the six and three months ended February 28, 2009 and 20088
Notes to Financial Statements9
ITEM 2.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations1712
ITEM 3.Quantitative and Qualitative Disclosures Aboutabout Market Risk1913
ITEM 4.
ITEM 4T.Controls and Procedures2013
PART IIOTHER INFORMATION2014
ITEM 1.Legal Proceedings14
ITEM 1.Legal Proceedings20
ITEM 1A.Risk Factors 20
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds2015
ITEM 3.Defaults Upon Senior Securities2015
ITEM 4.Mine Safety Disclosures15
ITEM 4.5.Submission of Matters to Vote of Security HoldersOther Information2015
ITEM 6.Exhibits15
ITEM 5.Other InformationSignatures2016

ITEM 6.Exhibits21
SIGNATURES212
2

PART I

– FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

DECENTRAL LIFE, INC.

INDEX TO UNAUDITED FINANCIAL STATEMENTS

Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022F-2
Unaudited Statements of Operations for the Three and Six Months ended June 30, 2023, and 2022F-3
Unaudited Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months ended June 30, 2023, and 2022F-4
Unaudited Statements of Changes in Stockholders’ Equity for the Three and Six Months ended June 30, 2023, and 2022F-4
Unaudited Statements of Cash Flows for the Three and Six Months ended June 30, 2023, and 2022F-5
Notes to Unaudited Financial StatementsF-6

F-1

DECENTRAL LIFE, INC.

BALANCE SHEETS

  June 30,  December 31, 
  2023  2022 
  (Unaudited)    
ASSETS
Current Assets:        
Cash  31,338  $199,310 
Accounts receivable – related party  592,488   628,238 
Security deposits  18,118   18,118 
Total current assets  641,944   845,666 
Total Assets  641,944  $845,666 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:        
Accounts payable and accrued liabilities  -  $720 
Loans payable – related party  -   129,673 
Total current liabilities  -   130,393 
EIDL loan  119,300   121,700 
Total Liabilities  119,300   252,093 
         
Stockholders’ Equity (Deficit):        
Common Stock par value $0.001 10,000,000,000 shares authorized, 7,394,792,892 and 7,394,792,892 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively  7,394,793   7,394,793 
Additional paid in capital  25,992,306   25,992,306 
Accumulated deficit  (32,864,455)  (32,793,526)
Total Stockholders’ Equity (Deficit)  522,644   593,573 
Total Liabilities and Stockholders’ Equity $641,944  $845,666 

The accompanying notes are an integral part of these unaudited financial statements.

F-2

DECENTRAL LIFE, INC

STATEMENTS OF OPERATIONS

(Unaudited)

  Three months  Three months  Six months  Six months 
  ended  ended  ended  ended 
  June 30,  June 30,  June 30,  June 30, 
  2023  2022  2023  2022 
             
Revenues                
Licensing and software revenue – related party  173,188  $140,000   315,963   140,000 
Total revenue  173,188   140,000   315,963   140,000 
Cost of goods sold  28,038       44,215   - 
Gross margin  145,149   140,000   271,748   140,000 
Operating expenses                
Sales and marketing  31,040   2,140   41,421   4,956 
General and administrative  131,836   73,490   301,272   120,972 
Total operating expenses  162,876   75,630   342,693   125,929 
Loss from operations  (17,727)  64,370   (70,945)  14,071 
Oher income (expense)                
Other income (expense)  6   (5,126)  16   (5,126)
Total other income (expense)  6   (5,126)  16   (5,126)
Net income (loss) $(17,721) $59,244  $(70,929) $8,946 
                 
Net income (loss) per share                
Basic $(0.00) $0.00  $(0.00) $0.00 
Diluted $(0.00) $0.00  $(0.00) $0.00 
                 
Weighted average number of shares outstanding                
Basic  7,675,367,567   7,675,367,567   7,675,367,567   7,675,367,567 
Diluted  7,675,367,567   7,675,367,567   7,675,367,567   7,675,367,567 

The accompanying notes are an integral part of these unaudited financial statements

F-3

DECENTRAL LIFE, INC.

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

(unaudited)

  Shares  Amount  Shares  Amount  In Capital  Deficit  Totals 
  Common Stock B  Common Stock A  Additional Paid  Accumulated    
  Shares  Amount  Shares  Amount  In Capital  Deficit  Totals 
Balance, December 31, 2021  75,000,000  $     -   7,675,367,567  $7,675,368  $25,711,731  $(33,520,912) $(133,813)
                             
Net loss  -   -   -   -   -   (50,299)  (50,299)
                             
Balance, March 31, 2022  75,000,000  $-   7,675,367,567  $7,675,368  $25,711,731  $(33,571,211) $(184,111)
                             
Net loss  -   -   -   -   -   59,244   59,244 
                             
Balance, June 30, 2022   150,000,000  $-     7,675,367,567  $  7,675,368  $  25,711,731  $(33,511,966) $  (124,867)

  Common Stock B  Common Stock A  Additional Paid  Accumulated    
  Shares  Amount  Shares  Amount  In Capital  Deficit  Totals 
Balance, December 31, 2022  75,000,000  $    -   7,394,792,892  $7,394,793  $25,992,306  $(32,793,526) $593,573 
Balance, value  75,000,000  $    -   7,394,792,892  $7,394,793  $25,992,306  $(32,793,526) $593,573 
                             
Net loss  -   -   -   -   -   (53,208)  (53,208)
                             
Balance, March 31, 2023  75,000,000  $-   7,394,792,892  $7,394,793  $25,992,306  $(32,846,734) $540,364 
Balance, value  75,000,000  $-   7,394,792,892  $7,394,793  $25,992,306  $(32,846,734) $540,364 
                             
Net loss  -   -   -   -   -   (17,721)  (17,721)
                             
Balance, March 31, 2023    75,000,000  $-     7,394,792,892  $  7,394,793  $  25,992,306  $(32,864,455) $  522,644 
Balance, value    75,000,000  $-     7,394,792,892  $  7,394,793  $  25,992,306  $(32,864,455) $  522,644 

The accompanying notes are an integral part of these unaudited financial statements.

F-4

DECENTRAL LIFE, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

  Six months  Six months 
  ended  ended 
  June 30,  June 30, 
  2023  2022 
Cash flows used in operating activities        
Net income (loss)  (70,929)  8,946 
Changes in assets and liabilities        
Cash overdraft  -   173 
Accounts receivable -related party  35,750   (15,050)
Accounts payable and accrued expenses  (720)  - 
Net cash provided by (used in) operating activities  (35,899)  (5,931)
         
Cash flows provided by financing activities        
Payments on EIDL loans  (2,400)    
Proceeds from related party loans  -   5,155 
Payments on related party loans  (129,673)    
Net cash provided by (used in) financing activities  (132,073)  5,155 
         
Net (decrease) increase in cash  (167,972)  (776)
Cash, beginning of period  199,310   776 
Cash, end of period  31,338   - 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest  -   - 
Cash paid for taxes  -   - 

The accompanying notes are an integral part of these unaudited financial statements.

F-5

DECENTRAL LIFE, INC.

NOTES TO FINANCIAL STATEMENTS

June 30, 2023

(unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Decentral Life is referred to in the following financial notes as the “Company.”

Organization

The Company was launched in January of 2013 and took it public through a reverse merger in June of 2016 in an effort to expand its business model as a technology business incubator (TBI). The Company’s goal is to become the largest and most valuable market capitalized TBI in the world. The Company’s unique business model makes it easier for individual private and public investors to participate in the growth prospects of each company that participate in the Company’s TBI program.

The Company’s Technology Business Incubator program provides tech company founders with the option to license the Company’s technology from the Company and receive assistance in growing their business through the Company’s executive knowledge and leadership. The Company makes it easier for start-up founders to focus on raising capital, proving their business model, and fostering company growth and expansion. The Company’s own IP technology is an artificial intelligence (AI) powered social network and ecommerce platform that leverages blockchain technology to increase development speed, user privacy and security, and incorporates the use of cryptocurrency in the form of NFT’s and token securities used throughout the niche social platforms that we license to the companies in our TBI program.

In August of 2021, the Company formed a new division that focuses entirely on aiding founders with the creation and development of blockchain technology that can help their companies incorporate the best Web3 business models. The division’s first successful project was the development and launching of the WDLF security token in Q3 of 2021. Since then, the Company has launched and licensed Decentralized Apps that aid companies to launch and manage their own security token offering (“STO”).

Throughout 2022 and 2023, the Company launched smart contracts on the Ethereum blockchain. The Company’s goal is to build a decentralized global technology platform, through the mining and security token offering of the Company’s WDLF token. The Company’s WDLF Ethereum tokens are mined by the users of the Company’s technology platform that is licensed by companies in the Company’s TBI program. The users spend their time creating content, connecting with other users online, and influencing their own friends and followers on mainstream social platforms to join that TBI company’s technology platform, or niche social networking marketplace.

As of June 30, 2023, the Company’s management team expanded on its primary business model as a Technology Business Incubator (TBI), to include acquiring up to 100% of the assets from technology companies that participate in its TBI program, or other companies that would enhance the effectiveness of the TBI division.

Corporate Changes

On August 30, 1985, the Company was incorporated as a private corporation, CJ Industries, Inc., in California. On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, changing its name to Sew Cal Logo, Inc., and moved its domicile from California to Nevada, at which time the Company’s common stock became traded under the ticker symbol “SEWC”.

In June 2014, Sew Cal Logo, Inc. was placed into receivership in Nevada’s 8th Judicial District (White Tiger Partners, LLC et al v. Sew Cal Logo, Inc.et al, Case No A-14-697251-C) (Dept. No.: XIII) (the “Receivership”).

F-6

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)

Corporate Changes (continued)

On January 29, 2016, the Company, as the Seller, completed a business combination/merger agreement (the “Agreement”) with the buyer, Life Marketing, Inc., a Colorado corporation (the “Buyer”), its subsidiaries and holdings, and all of the Buyer’s securities holders. The Company acted through the court-appointed receiver and White Tiger Partners, LLC, its judgment creditor. The Agreement provided that the then current owners of the private company, Life Marketing, Inc., become the majority shareholders, pursuant to which an aggregate of 119,473,334 common stock shares were issued to the Company’s officers. On April 11th, 2016, we changed our name to Social Life Network, Inc. and changed our ticker symbol from SEWC to WDLF.

On September 20, 2018, the Company incorporated MjLink.com, Inc. (“MjLink”), a Delaware Corporation. On February 1, 2020, MjLink. filed its Form 1-A Offering Document for a Regulation A Tier 2 initial public offering, which the SEC qualified on September 28, 2020. On January 1, 2021, the Company ceased operating MjLink as a division, at which time MjLink continued operations as an independent company, in return for MjLink issuing the Company 15.17% of MjLink’s. outstanding Class A common stock shares.

On March 4, 2020, the Company’s Board of Directors (the “Board”) increased its number of authorized Class A Common Shares of Common Stock from 500,000,000 to 2,500,000,000 Common Stock Shares pursuant to an amendment to its Articles of Incorporation with the state of Nevada. Additionally, on that same date, the Company submitted to the state of Nevada the Company’s Certificate of Designation of Preferences, Rights and Limitations of its Class B Shares, providing that each Class B Share has one-hundred (100) votes on all matters presented to be voted by Common Stock Holders. The Class B Shares only have voting power and have no equity, cash value, or any other value.

Effective March 4, 2020, the Company’s Board unanimously approved the issuance of 25,000,000 Class B Shares to Ken Tapp, the Company’s Chief Executive Officer, in return for his services as our Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value.

On May 8, 2020, the Company filed Amended and Restated Articles of Incorporation (“Amended Articles”) in Nevada to increase its authorized shares from 2,500,000,000 to 10,000,000,000 Class A Common Shares and increase its Preferred Shares from 100,000,000 to 300,000,000 Shares.

On December 11th, 2020, the Company filed a Form 8-K stating that the Company would not be executing the Reverse Stock Split, which Reverse Stock Split expired on June 30st, 2021 pursuant to the May 8, 2020, Amended Articles described immediately above.

Effective March 28, 2021, the Company’s Board unanimously approved the issuance of fifty million (50,000,000) Class B Common Stock Shares to Ken Tapp, the Company’s Chief Executive Officer, in return for his services as its Chief Executive Officer from March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and otherwise have no equity, cash value or any other value.

On June 30, 2021, the Board unanimously approved the adoption of the Certificate for Series A Cumulative Convertible Preferred Stock (the “Certificate”), which Certificate was filed in Nevada on June 30, 2021 and became effective on July 6, 2021. The Certificate, provides that, among other things, that each Preferred A Share has the right to convert each Series A Preferred Share into 20 Common Stock Shares and has liquidation rights over all other series of Preferred Stock.

Effective January 25, 2023, the Company’s Board unanimously approved the issuance of twenty-five million (25,000,000) Class B Shares to Ken Tapp, our Chief Executive Officer, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value.

As of the date of this filing, the Company’s Chief Executive Officer, Ken Tapp, controls 10,000,000,000 votes via the Company’s issuance of an aggregate of 100,000,000 Class B Shares to Ken Tapp.

On February 2, 2023, FINRA approved the Company’s name change from Social Life Network, Inc. to Decentral Life, Inc.

On May 31, 2023, by a consent vote of stockholders holding over 51% of the Company’s voting power, we approved the Corporate Action to affect a Reverse Stock Split of our issued and outstanding shares of Common Stock at a range from 100 to 1 up to 50,000 to 1 at the sole discretion of the Board within 24 months from the date of the Board Resolution approving the corporate action.

F-7

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)

Corporate Changes (continued)

The Company’s Business

The Company is a Technology Business Incubator (TBI), which operates through individual SaaS (software as a service) licensing agreements with its TBI participating companies and provides each TBI company with the use of its artificial intelligence (“AI”) social networking and ecommerce technology platform to run their own commerce focused social networking company. Using its technology platform and leveraging the executive leadership that the Company provides each TBI company, their executives find it easier to focus on growing their business faster, with the goal of reaching a liquidity event such as an initial public offering or an acquisition.

As of the first quarter 2023, the following industry specific companies participate, or participated, in the Company’s TBI program: Hunting, Fishing, Camping, RV Travel, Motor Racing, Racket Sports, Boating, E-biking, Cycling, Golfing, Soccer, Sports Memorabilia, Space Exploration, Transportation, Blockchain, Artificial Intelligence, Cannabis, Hemp, and Residential Real Estate sectors.

The TBI participating companies pay the Company a percentage of their revenue, and a percentage of the securities in their company, as detailed below. This business model makes the Company’s long-term book-value potentially greater and its revenue growth more reliable, by diversifying its technology and human resources across multiple global business sectors.

As of June 30, 2023, the Company’s management team expanded on its primary business model as a Technology Business Incubator (TBI), to include acquiring up to 100% of the assets from technology companies that participate in its TBI program, or other companies that would enhance the effectiveness of the TBI division.

Revenue Generation

The Company generates revenues from its TBI participating companies that license social networking and/or ecommerce technology from the Company, by charging them 5% of the revenue that is made from our tech platform.

The Company also develops and licenses decentralized applications (dApps) built on the Ethereum blockchain, that are sold to its clients that do not necessarily participate in the Company’s TBI program. The Company’s dApps are licensed to clients’ annually, and differ in pricing due to the customization, installation time, training, and blockchain related fees. Revenue generated from the Company’s dApps potentially range from thousands to tens of thousands of USD each year, per client.

Global Operations

The Company currently operates and supports the ongoing technology development of its platform, used by consumers and companies across 120 countries worldwide. The Company’s directors, executives, and niche industry business advisors support the growth of each TBI company in the Company’s program. Management’s goal is to increase the potential of each TBI company reaching a liquidity event, in the shortest time possible.

Intellectual Property

The Company’s technology platform and associated applications, features and functionality are comprised of proprietary software, code and know-how that are of key importance to its business plan.

Better Practices

The Company spends a significant amount of time each year with its TBI company founders and their management teams, developing better business practices in its effort to increase the probability of their success and eventual liquidity events.

Sources and Availability of Products and Names of Principal Suppliers

The Company currently rely on certain key suppliers and vendors in the support and maintenance of its business model. Management mitigates the associated risks of these single-source vendor relationships by ensuring that the Company has access to additional qualified vendors and suppliers to provide like or complementary services.

F-8

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements included hereinhave been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

Management’s Representation of Interim Financial Statements

The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission.Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted accounting principlesin the United States (“GAAP”) have been omitted. However,or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management all adjustments (which include only normal recurring accruals)are necessary to present fairly thea fair presentation of financial position and results of operations for the periods presented have been made. Theoperations. All such adjustments are of a normal and recurring nature. Interim results for interim periods are not necessarily indicative of trends or of results to be expected for thea full year. These financial statements should be read in conjunction with the audited financial statements at and notes thereto included inas of December 31, 2022, filed with the Company's most recent registration statementSEC on March 22, 2023 as part of the Company’s Annual Report on Form SB-2 as amended.

3

MOORE & ASSOCIATES, CHARTERED
      ACCOUNTANTS AND ADVISORS
        PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To10-K.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the Boardbalances of Directors

Sew Cal Logo, Inc.


Wewhich at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently have reviewed the accompanying condensed consolidated balance sheet of Sew Cal Logo, Inc. as of February 28, 2009, and the related statements of operations, stockholders’ equity (deficit),not experienced any losses in its accounts. The Company is not exposed to any significant credit risk on cash.

Cash and cash flowsequivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2023 and December 31, 2022, the Company’s cash equivalents totaled $31,338 and $199,310 respectively.

Accounts Receivable

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the three-month and six-month periods ended February 28, 2009 and February 29, 2008. These interimamount of receivables to its net realizable value when considered necessary. Any allowance for uncollectible amounts is evaluated quarterly.

Fair value of financial statements are the responsibilityinstruments

The Company follows paragraph 825-10-50-10 of the Corporation’s management.


We conducted our reviews in accordance with the standardsFASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the Public CompanyFASB Accounting Oversight Board (United States).  A reviewStandards Codification (“Paragraph 820-10-35-37”) to measure the fair value of interimits financial information consists of principally applying analytical procedures and making inquiries of persons responsibleinstruments. Paragraph 820-10-35-37 establishes a framework for the financials and accounting matters.  It is substantially lessmeasuring fair value in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited,America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in accordance with standards offair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the Public Company Accounting Oversight Board (United States),inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the balance sheet of Sew Cal Logo, Inc. as of August 31, 2008,highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the related consolidated statementslowest priority to unobservable inputs. The three (3) levels of income, stockholders’ equity and cash flows for the year then ended (not presented herein); andfair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amount of our report dated November 25, 200, we expressed a qualified opinion with a going concern paragraph on those financial statements.  In our opinion, the information set forth in the accompanying balance sheet as of November 30, 2008 is fairly stated, in all material respects, in relations to the balance sheet from which it has been derived.


/s/ Moore & Associates, Chartered

Moore & Associates, Chartered
Las Vegas, Nevada
April 16, 2009

6490 WEST DESERT INN ROAD, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax: (702)253-7501


4


SEW CAL LOGO, INC.
 
BALANCE SHEETS
     
     
 February 28, August 31, 
 2008 2008 
     
ASSETS
Current Assets    
Cash and cash equivalents $2,267  $15,716 
Accounts Receivable, net  133,628   216,108 
Inventory  46,388   70,902 
Prepaid Expenses  2,200   2,200 
         
Total current assets  184,483   304,926 
         
Equipment and machinery, net  114,911   141,977 
Security Deposits  6,000   6,000 
         
Total assets $305,394  $452,903 
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY
         
Current liabilities        
Accounts payable  207,755   98,693 
Note Payable-shareholder  328,884   353,884 
Other current liabilities  450,542   443,220 
Current Poriton of Long Term Debt  139,780   158,290 
         
Total current liabilities  1,126,961   1,054,087 
         
Long-term liabilities        
Note Payable-related party  21,552   25,135 
Convertible Debentures  2,637,247   2,655,975 
Discount on Convertible Debentures  (646,899)  (646,899)
Equipment Loans  7,329   9,101 
         
Total liabilities  3,146,190   3,097,399 
         
Stockholders' Equity (Deficit)        
         
Preferred stock, authorized 12,000,000 shares,        
Par value $0.001, issued and outstanding at        
02/28/2009 and 8/31/08 is 22,300,000 and 300,000        
 respectively  22,300   300 
         
Common stock, authorized 2,000,000,000 shares,        
$0.001 par value,  issued and outstanding at        
February 28, 2009 and August 31, 2008 is        
271,873,638 and 143,124,535 shares respectively.  271,874   143,125 
Additional Paid in Capital  4,001,154   4,120,649 
Stock Subscribed  -   - 
Accumulated Deficit  (7,136,124)  (6,908,570)
         
Total stockholders' equity (deficit)  (2,840,796)  (2,644,496)
         
Total liabilities and stockholders' equity $305,394  $452,903 
         
The accompanying notes are an integral part of these statements        


5


SEW CAL LOGO, INC. 
             
STATEMENTS OF OPERATIONS 
             
             
  Six Months Ended  Three Months Ended 
  February 28,  February 28, 
  2009  2008  2009  2008 
             
Revenue:            
Sales of Caps, Embroidery and Other $661,377  $998,339  $307,184  $449,427 
                 
Total Revenue  661,377   998,339   307,184   449,427 
                 
Cost of Goods Sold  583,782   933,810   287,582   466,907 
                 
Gross profit/(loss)  77,595   64,529   19,602   (17,480)
                 
Expenses:                
General and Administrative  91,666   122,681   29,027   58,583 
Officer and Administrative Compensation  8,116   91,908   4,654   31,308 
Consulting, Legal and Accounting  14,007   127,798   6,000   59,667 
Depreciation  27,065   3,118   9,012   1,559 
Rent  108,000   48,000   60,000   12,000 
                 
Total expenses  248,854   393,505   108,693   163,117 
                 
Loss from Operations  (171,259)  (328,976)  (89,091)  (180,597)
                 
Other Income (Expenses)                
Interest (Expense)  56,295   37,846   28,850   17,268 
                 
Total other expenses  56,295   37,846   28,850   17,268 
                 
Loss before income taxes  (227,554)  (366,822)  (117,941)  (197,865)
                 
Provision for income taxes  -   -   -   - 
                 
Net loss $(227,554) $(366,822) $(117,941) $(197,865)
                 
                 
Basic and Diluted Earnings (Loss) per Share $(0.00) $(0.01) $(0.00) $(0.01)
                 
Weighted Average Number of Common Shares  232,941,574   27,595,484   232,941,574   27,595,484 
                 
The accompanying notes are an integral part of these statements                


6


SEW CAL LOGO, INC.
                         
STATEMENTS OF STOCKHOLDERS' EQUITY
                         
( From Inception to February 28, 2009)
 
              Additional        Total 
  Preferred Stock  Common Stock  Paid in  Stock  Accumulated  Stockholders' 
  Shares  Amount  Shares  Amount  Capital  Subscribed  (Deficit)  Equity 
                         
 Balance, August 31, 2005  234,800  $235   5,176,168  $5,176  $187,517  $36,000  $(673,814) $(444,886)
                                 
 Shares issued for Services                                
      at $0.15 per share          50,000   50   7,450           7,500 
                                 
 Fair Value of Warrants attached to                                
   Convertible Debentures                  1,081,657           1,081,657 
                                 
 Beneficial Conversion Feature attached to                                
   Convertible Debentures                  2,500,000           2,500,000 
                                 
 Shares issued for Services                                
      at $0.10 per share          33,334   33   3,300           3,333 
                                 
 Shares issued for Conversion of Debt          290,000   290   32,741           33,031 
                                 
 Net Loss for Year                          (2,947,833)  (2,947,833)
                                 
 Balance, August 31, 2006  234,800   235   5,549,502   5,549   3,812,665   36,000   (3,621,647)  232,802 
                                 
 Preferred Shares issued for Services  65,200   65           1,891           1,956 
                                 
 Common Stock Issued for Cash          61,000   61   60,939   (36,000)      25,000 
                                 
 Shares issued for Services          3,500,200   3,501   214,000           217,501 
                                 
 Shares issued for Conversion of Debt          24,970,000   24,970   65,482           90,452 
                                 
 Net Income (Loss) for period                          (2,570,683)  (2,570,683)
                                 
 Balance, August 31, 2007  300,000   300   34,080,702   34,081   4,154,977   -   (6,192,330)  (2,002,972)
                                 
 Shares issued for Services          9,150,000   9,150   36,600           45,750 
                                 
 Shares issued for Conversion of Debt          744,833   745   292           1,037 
                                 
 Shares issued for Conversion of Debt          200,000   200   -           200 
                                 
 Shares issued for Services          17,200,000   17,200   (8,450)          8,750 
                                 
 Shares issued for Conversion of Debt          27,916,000   27,916   (18,411)          9,505 
                                 
 Shares issued for Conversion of Debt          53,833,000   53,833   (44,359)          9,474 
                                 
 Net Income (Loss) for period                          (716,240)  (716,240)
                                 
 Balance, August 31, 2008  300,000   300   143,124,535   143,125   4,120,649   -   (6,908,570)  (2,644,796)
                                 
 Shares issued for Conversion of Debt          128,749,103   128,749   (119,495)          9,254 
                                 
 Shares issued for Services  2,200,000   22,000                       22,000 
                                 
 Net Income (Loss) for period                          (227,554)  (227,554)
                                 
 Balance, February 28, 2009  2,500,000  $22,300   271,873,638  $271,874  $4,001,154  $-  $(7,136,124) $(2,840,796)
                                 
                                 
The accompanying notes are an integral part of these statements

7


SEW CAL LOGO, INC. 
  
STATEMENTS OF CASH FLOWS 
             
             
             
  Six Months Ended  Three Months Ended 
  February 28,  February 28, 
Operating Activities: 2009  2008  2009  2008 
Net income (loss) $(227,554) $(366,822) $(117,941) $(197,865)
Adjustments to reconcile net income (loss)                
Depreciation  27,066   3,118   9,012   3,118 
Stock issued for services  22,000   45,950   -   200 
Amortization of Discount on Debentures  -   -   -   - 
Changes in Assets and Liabilities                
(Increase) decrease in prepaid expenses  -   (2,200)  -   (2,200)
(Increase) decrease in inventory  24,514   17,980   24,514   3,230 
(Increase) decrease in security deposits  -   3,800   -   3,800 
(Increase) decrease in accounts receivable  82,480   (598)  8,167   48,964 
Increase (decrease) in accounts payable  109,062   28,687   85,295   51,598 
Increase (decrease) in other current liabilities  7,322   113,408   7,463   73,467 
                 
Net cash provided by (used in) operating activities  44,890   (156,617)  16,510   (156,677)
                 
Investing Activities:                
(Purchases) disposal of equipment  -   34,591   -   15,737 
                 
Cash (used) in investing activities  -   34,591   -   15,737 
                 
Financing Activities:                
Notes Payable  -   -   -   - 
Debentures Payable  (9,474)  6,000   -   6,000 
Increase/(Decrease) in shareholder loan  (28,583)  -   (25,000)  - 
Repayment of loans  (18,510)  (10,312)  -   (5,188)
Proceeds from equipment loan  (1,772)  (882)  (766)  (882)
                 
Net cash provided by (used in) financing activities  (58,339)  (5,194)  (25,766)  (70)
                 
Net increase (decrease) in cash and cash equivalents  (13,449)  (127,280)  (9,256)  80 
                 
Cash and cash equivalents at beginning of the period  15,716   155,704   11,523   28,296 
                 
Cash and cash equivalents at end of the period $2,267  $28,424  $2,267  $28,424 
                 
Cash Paid For:                
Interest $56,295  $74,566  $27,445  $37,846 
Taxes $-  $-  $-  $- 
                 
Non Cash Activities:                
Stock issued for services $22,000  $45,950  $-  $200 
Stock issued for convertible debt $9,254  $1,237  $2,114  $1,037 
                 
The accompanying notes are an integral part of these statements 

8

SEW CAL LOGO, INC.
NOTES TO FINANCIAL STATEMENTS
(February 28, 2009 and August 31, 2008)

NOTE 1. Summary of Significant Accounting Policies

The Company

Sew Cal Logo, Inc. (The Company) was incorporated in the State of California on August 30, 1985 as C J Industries and on February 24, 2004 merged with Calvert Corporation, a Nevada Corporation which changed its name to Sew Cal Logo, Inc.  This was a recapitalization accounted for as a stock exchange reverse merger.

The Company is a Nevada corporation doing business in Los Angeles, California.  The Company produces and manufactures custom embroidered caps, sportswear and related corporate identification apparel.  The Company provides an in-house, full-service custom design center where original artwork and logo reproduction for embroidery are available.  The Company also offers contract embroidery and silk-screening to the manufacturing and promotional industry.  The Company’s products are sold, primarily in the United States, to Fortune 500 companies, major motion picture and television studios, retailers, and local schools and small businesses.

Use of Estimates

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates, and assumptions that affect the reported amounts of assets and liabilities, (including disclosuresuch as cash, prepaid expenses and accrued expenses approximate their fair value because of contingentthe short maturity of those instruments. Our notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of June 30, 2023 and liabilities)December 31, 2022.

F-9

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

The Company follows paragraph 605-15-25 of the FASB Accounting Standards Codification for revenue recognition when the right of return exists. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) The seller’s price to the buyer is substantially fixed or determinable at the date of sale, (ii) The buyer has paid the financial statements andseller, or the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Accounts Receivable

The Company’s trade accounts receivable and allowance for doubtful accounts are shown below.
  2/28/2009  8/31/2008 
       
Gross Trade Accounts Receivable $134,978  $218,343 
Allowance for Doubtful Accounts  (1,350)  (2,235)
         
Accounts Receivable, net $133,628  $216,108 

Revenue Recognition

The Company recognizes revenue from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

Cash and Cash equivalents

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC).  This government corporation insured balances up to $100,000 through October 13, 2008.  As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account.  This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009.  On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor.  Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.

9

SEW CAL LOGO, INC.
NOTES TO FINANCIAL STATEMENTS
(February 28, 2009 and August 31, 2008)

NOTE 1. Summary of Significant Accounting Policies - continued
Inventory

Inventory is stated at the lower of cost (first-in, first-out method) or market and consists of raw material, work-in-process and finished goods.  Normally the Company ships out to the customer the finished goods as soon as they are produced and therefore usually does not maintain a finished goods inventory.  Overhead items are applied on a standard cost basis to work in process and finished goods.
  2/28/2009  8/31/2008 
       
Raw Materials and WIP $46,388  $709,025 
Finished Goods  -   - 
         
Total Inventory $43,688  $70,902 

Equipment and Machinery

Equipment and machinery are stated at cost.  Depreciation is computed using the straight-line method over their estimated useful lives ranging from five to seven years.  Depreciation and amortization expense for the six months ended February 28, 2009 and the fiscal year ended August 31, 2008 amounted to $27,065 and $79,493 respectively and includes $25,016 and $69,180 respectively for depreciation related to Cost of Goods Sold.  Gains from losses on sales and disposals are included in the statements of operations.  Maintenance and repairs are charged to expense as incurred.  As of February 28, 2008 and August 31, 2008 equipment and machinery consisted of the following:
  2/28/2009  8/31/2008 
       
Equipment and Machinery $980,717  $942,890 
         
Less:        
Accumulated depreciation  (865,806)  (800,913)
         
  $114,911  $141,977 
Fiscal Year

The Company operates on a fiscal year basis with a year ending August 31.
Advertising

The Company expenses advertising as incurred.  There were no advertising expense incurred for the six months period ended February 28, 2009 and the year ended August 31, 2008.

Earnings and Loss Per Share Information

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period.
Segment Reporting

Pursuant to Statement of Financial Accounting Standards No. 131 (“SFAS No. 131”), “Disclosure about Segments of an Enterprise and Related Information,” the Company has determined it operated in only one segment.
10

SEW CAL LOGO, INC.
NOTES TO FINANCIAL STATEMENTS
(February 28, 2009 and August 31, 2008)

NOTE 2.  Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  However, the Company has accumulated a loss $7,136,124 during its years of operation.  This raises substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.

Managements Plan

Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.  It is in the process of expanding its sales and distribution capability.


NOTE 3.  Note Payable- Related Party

On March 1, 2003, for purposes of working capital, the sole shareholder and spouse made a $355,384 subordinated loan to the Company.  The Companybuyer is obligated to pay monthly interest onlythe seller and the obligation is not contingent on resale of the subordinated loan during its termproduct. If the buyer does not pay at time of sale and the ratebuyer’s obligation to pay is contractually or implicitly excused until the buyer resells the product, then this condition is not met., (iii) The buyer’s obligation to the seller would not be changed in the event of 10% per annum (fixed-rate calculated as simple interest).theft or physical destruction or damage of the product, (iv) The entire principalbuyer acquiring the product for resale has economic substance apart from that provided by the seller. This condition relates primarily to buyers that exist on paper, that is, buyers that have little or no physical facilities or employees. It prevents entities from recognizing sales revenue on transactions with parties that the sellers have established primarily for the purpose of recognizing such sales revenue, (v) The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (vi) The amount of the loan was originally due on March 1, 2004, and has continued from that time on a month-to-month basis.  future returns can be reasonably estimated.

Income taxes

The subordinated loan, which was consented to by United Commercial Bank and subsequent banks, is collateralized by the assetsCompany follows Section 740-10-30 of the Company, including but not limited to any and all equipment owned by the Company, inventory, and outstanding receivables.  The balance due at February 28, 2009 is $328,884.


On April 4, 2005 a shareholder loaned the company $100,000 on a five year monthly installment loan at 5% per annum for the purchase equipment.  Balance of loan as of February 28, 2009 is $21,552.
NOTE 4. Commitments and Contingencies

Long-Term Debt

On March 25, 2002 the Company entered into an agreement with United Commercial Bank for a $515,000 SBA loan.  For the years ending August 31, 2003 and 2002, the unpaid principal balance of the loan was $462,100 and $500,313 respectively.  The monthly required payment varied with an annual interest rate of 6.75% and a maturity date of March 1, 2012.  This loan related to the purchase of equipment.

On August 11, 2004 the Company refinanced this SBA loan with Pacific Liberty Bank.  As of February 28, 2009 the balance was $139,780.  Monthly payments are made the 15th of each month with interest at prime plus 2.5.  Currently the interest rate is 9.5%.  This loan is collateralized by the assets of the corporation and is in first place before the shareholder loan.

The Company has a second installment loan with GMAC on a vehicle with a balance as of February 28, 2009 of $7,329.

Lease Commitments

The Company leases warehouse and office facilities under an operating lease requiring the Company to pay property taxes and utilities.  In July 2004 this building was purchased by a related party (a corporation controlled by the officers) and the lease was re-written for 5 years.  Lease expense is currently $12,500 per month.

The lease obligation is shown below for the next five years.
  Year 1  Year 2  Year 3  Year 4  Year 5 
                
Office /warehouse lease $150,000  $150,000  $150,000  $150,000  $150,000 

11

SEW CAL LOGO, INC.
NOTES TO FINANCIAL STATEMENTS
(February 28, 2009 and August 31, 2008)
NOTE 4. Commitments and Contingencies - continued
Callable Convertible Debentures

On February 16, 2006 the Company executed an equity financing agreement wherein it will issue an aggregate of $2,000,000 callable convertible debentures in three segments.  The Company has received a net of $1,955,000.  The debentures are convertible to common stock at 45% below the lowest three intra-day trading price during the 20 trading days immediately preceding conversion.

The Debentures also carry five-year warrants exercisable at $0.50 per share.  The aggregate number of warrants to be issued is 2,142,855. The Company has recorded an expense of $585,343 for the fair value of the warrants. The value was determined using the Black-Scholes pricing model and assumes a 5 year maturity, a risk free interest rate of 4.85% and a volatility of 207%.

The Company has recorded a discount on the convertible debentures of $2,000,000 which represents the beneficial conversion feature.  During the years ended August 31, 2007 and 2006 the Company converted $90,452 and $33,031 debt into stock, respectively.  During the years ended August 31, 2007 and 2006 the Company expensed $983,485 and $565,752 of the recorded discount as interest expense, respectively.  The Company will amortize the remaining discount over the remaining life of the debentures. The discount was determined using the Black-Scholes pricing model and assumes a 2 year maturity, a risk free interest rate of 4.85% and a volatility of 207%.
On July 31, 2006 the Company executed an equity financing agreement wherein it has issued $500,000 in callable convertible debentures and 20,000,000 seven year warrants exercisable at $0.05 per share.  The debentures are convertible to common stock at 40% below the lowest three intra-day trading price during the 20 trading days immediately preceding conversion.  The aggregate number of shares to possibly be issued at 100% conversion is 69,444,444 shares.  Calculated using a current 3 day trading average price per share of $0.012 per share less 40% is $0.0072 per share divided into $500,000 equals 69,444,444 shares.

During the year ended August 31, 2006, the Company recorded an expense of $496,314 for the fair value of the warrants. The value was determined using the Black-Scholes pricing model and assumes a 5 year maturity, a risk free interest rate of 4.85% and a volatility of 207%.

The Company recorded a discount on the convertible debentures of $500,000 which represents the beneficial conversion feature and is amortized to interest expense over the 2 year life of the debentures. The Company recorded an expense of $ 250,000 and $20,833 respectively for the years ended August 31, 2007 and 2006. The discount was determined using the Black-Scholes pricing model and assumes a 2 year maturity, a risk free interest rate of 4.85% and a volatility of 207%.

NOTE 5.  Stockholders’ Equity

Preferred Stock

The Company (post merger) is authorized to issue twelve million (12,000,000) shares of series A preferred stock at a par value of $0.001.  The preferred stock is convertible to common stock at one share of preferred for every 100 shares of common.  The preferred shares can only be converted when the Company reaches $10,000,000 in sales for any fiscal year.  As of August 31, 2008 there were 2,500,000 shares of preferred stock.  The value was placed at par.  The conversion to common stock would be 250,000,000 shares.  Based upon the actual growth for the last two years, the $10,000,000 in sales will not be reached within five years.  Therefore, these shares are not considered in calculating the loss per share.

During the quarter ended November 30, 2008 the Company issued 2,200,000 preferred shares to key employees for services.

12

SEW CAL LOGO, INC.
NOTES TO FINANCIAL STATEMENTS
(February 28, 2009 and August 31, 2008)
NOTE 5.  Stockholders’ Equity - continued
Common Stock

On September 12, 2008 the Company’s authorization to issue common stock was increased from 500.000,000 ti 2,000,000,000.

On August 25, 2006 the Company’s authorization to issued common stock was increased from 50,000,000 shares to 500,000,000 shares at par value of $0.001

As of August 31, 2004 (post merger) the Company had 5,020,000 common shares issued and outstanding. The Company’s financial statements have been restated to reflect the recapitalization on a retroactive basis.

In May 2005 the Company purchased equipment valued at $114,100 for 33,334 common share and issued 122,834 common shares for services valued at $12,283.
As of 31 May 2005 the Company had received from investors $36,000 in investment funds for which restricted common shares will be issued.  The exact number of shares has not yet been determined.

On January 6, 2006 the Company issued 50,000 common shares for services valued at $7,500.

On February 16, 2006 the Company entered into a securities purchase agreement for a total subscription amount of $2,000,000 that includes stock purchase warrants and callable convertible debentures.  A discount on convertible debentures was recorded as additional paid in capital of $2,000,000 for the beneficial conversion feature which is being amortized over the life of the debentures.  The total subscription includes an aggregate of 2,142,858 five-year warrants exercisable for the same number of common shares at $0.50 per share.  An aggregate of 25,974,026 common shares have been registered and are available for issue to potentially convert the full $2,000,000.

On July 31, 2006 the Company issued $500,000 in convertible debentures which are convertible to shares of the Company’s common stock at a 40% discount to the market price at the time of conversion.  A discount on convertible debentures was recorded as additional paid in capital of $500,000 for the beneficial conversion feature which is being amortized over the life of the debentures.  Common stock registered to convert the full $500,000 was calculated at 69,444,444 shares using the current three day average price per share of $0.012 less a 40% discount.

On May 31, 2006 the Company issued 290,000 common shares by converting $33,031 of debenture debt and issued 33,334 common shares for consulting services valued at $3,333.

The Company issued 61,000 common shares for cash of $25,000 and the subscription deposit of $36,000 received in May 2005 in a private placement.

During the Year ended August 31, 2007 the Company issued 3,500,200 common shares for various services valued at $217,501 including 2,750,000 common shares in settlement of a finders fee dispute valued at $200,000.  The Company converted $90,452 debenture debt by issuing 24,970,000 common shares.

During the three months ended November 30, 2007 the Company issued 9,150,000 common shares for various services valued at $45,750.  The Company converted $1,037 debenture debt by issuing 744,833 common shares.

During the three months ended February 29, 2008 the Company converted $200 debenture debt using 200,000 common shares.

During the three months ended March 31, 2008 the Company converted $9,505 debenture debt by issuing 27,916,000 commons shares and issued 17,200,000 common shares for $8,750 services.

During the three months ended August 31, 2008 the Company converted $9,474 debenture debt issued by issuing 53,833,000 common shares.

During the six months ended February 28, 2008 the Company converted $9,254 debenture debt issued by issuing 128,749,103 common shares.

Warrants

With the $1,955,000 worth of convertible debentures described above 2,000,000 five-year warrants for commons stock exercisable at $0.50 per share were issued and with the $500,000 convertible debentures 20,000,000 seven-year warrants for common shares exercisable at $0.05 per share were issued.  Both exercisable prices are “out of the money” therefore no discount has been recorded.

13

SEW CAL LOGO, INC.
NOTES TO FINANCIAL STATEMENTS
(February 28, 2009 and August 31, 2008)

NOTE 6.  Interest Expense

Interest expense for the period ended February 28, 2009 and the year ended August 31, 2008 is $56,295 and $74,566 respectively.

NOTE 7.  Income Taxes

The Company provides for income taxes under Statement of FinancialFASB Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109Codification, which requires the userecognition of an asset and liability approach in accounting for income taxes. Deferreddeferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and theusing enacted tax rates in effect when thesefor the fiscal year in which the differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred Deferred tax assets are reduced by a valuation allowance if, based onto the weight of available evidence,extent management concludes it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The totaleffect on deferred tax assetassets and liabilities of a change in tax rates is $1,553,978 asrecognized in the Statements of February 28, 2009 which is calculated by multiplying a 22% estimated tax rateIncome in the period that includes the enactment date.

On December 22, 2018, the Tax Cuts and Jobs Act (TCJA) was signed into law by the cumulative NOLPresident of $7,063,535 the total valuation allowanceUnited States. TCJA is a comparable $1,553,978.


The provision for income taxestax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the period ended August 31, 2008 and 2007effect of a change in tax laws or rates in the year of enactment, which is calculated by applying the statutory rate of 22% to the income/(loss) from continuing operations and deducting appropriate taxes and allowances as follows:

  August 31, 
  2008  2007 
Deferred Tax Asset $157,573  $565,550 
Valuation Allowance  (157,573)  (565,550)
Current Taxes Payable  -   - 
         
Income Tax Expense $-  $- 

At August 31, 2008, federal income tax net operating loss carry forwards (“NOL’s”) which were available to the Company were the following with the year in which they expire.
Year Amount Expiration
1996  2,104 2011
1997  9,265 2012
1998  26,317 2013
1999  21,074 2019
2000  50,619 2020
2001  21,675 2021
2002  319,424 2022
2003  45,381 2023
2005  105,366 2025
2006  2,947,833 2026
2007  2,570,683 2027
2008  716,240 2028
YTD 2009  227,554 2029
      
Total $7,063,535  
Were the NOLchange was signed into law. Accordingly, we adjusted its deferred tax assetassets and liabilities at June 30, 2020, using the new corporate tax rate of 21 percent.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded at August 31, 2008in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it wouldis more likely than not that the tax position will be a long-term asset of $1,553,978.  Continued profitabilitysustained on examination by the Company will be a major factortaxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Stock-based Compensation

The Company accounts for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation account being removedmodel. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortize the recordingcost over the term of this asset.

the contract.

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

F-10

14

SEW CAL LOGO, INC.
NOTES TO FINANCIAL STATEMENTS
(February 28, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and August 31, 2008)


NOTE  8.  The EffectDiluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of Recently Issuedthe FASB Accounting Standards


Below Codification. Basic net income (loss) per common share is a listing of the most recent Statement of Financial Accounting Standards (SFAS) issuedcomputed by dividing net income (loss) by the Financial Accounting Standards Board (FASB)weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and their effect onpotentially outstanding shares of common stock during the Company.

FASB Staff Position EITF 03-6-1 – Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
In June 2008, the FASBperiod.

Recently issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited.


We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

Statement No. 163 – Accounting for Financial Guarantee Insurance Contracts – and interpretation of FASB Statement No. 60
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts.  SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years.
SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
Statement No. 162 – The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards.

SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

Statement No. 161 – Disclosures about Derivative Instruments and Hedging Activities—an amendment to FASB No. 133
In March 2008, the FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.
Statement No. 160 – Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements related to the noncontrolling or minority interest.
The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
15

SEW CAL LOGO, INC.
NOTES TO FINANCIAL STATEMENTS
(February 28, 2009 and August 31, 2008)
NOTE  8.  The Effect of Recently Issued Accounting Standards - continued
Statement No. 141 (revised 2007) – Business Combinations
In December 2007, the FASB revised SFAS No. 141 (revised 2007), Business Combinations.  This revision changes the way the minority interest in a company is measured, recorded and reported in the parent companies financial statements to the end that a statement user can better evaluate the nature and financial effects of the business combination.  The Company will adopt this statement beginning March 1, 2009.
The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
pronouncements

The Company has not yet adopted the provisions of SFAS No. 161, butimplemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not expect it tobelieve that there are any other new pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

NOTE 3 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which assumes that it will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. As of June 30, 2023, the Company had $31,338 of cash, an accumulated deficit of $32,864,455 and a loss from operations of $70,929. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its generating profitable operations in the future and/or to obtain the necessary financing to meet obligations and repay liabilities arising from normal business operations when they come due. The Company’s management intends to finance operating costs over the next year with the public issuance of common stock and related party loans. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund its operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved or that it will succeed in its future operations. The Company’s financial statements do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 – RELATED PARTY TRANSACTIONS

Other than as disclosed below, there has been no transaction, since January 1, 2021, or currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $5,000 or one percent of our total assets at June 30, 2023, and in which any of the following persons had or will have a direct or indirect material interest:

(a)any director or executive officer of our company;
(b)any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities;
(c)any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and
(d)any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

As of June 30, 2023 the Company has Technology Business Incubator (TBI) license agreements with MjLink.com Inc., LikeRE.com Inc., and Outdoorsmen.com, Inc., which agreements provide its TBI licensees to pay the Company a license fee of 5% percentage of annual revenues generated, and 15% of their common stock, issuable immediately prior to a liquidity event such as an IPO or sale of 51% or more, of a licensee’s common stock. The 15% common stock payment is non-dilutive prior to a liquidity event described above. Kenneth Tapp owns less than 9.99% of the outstanding common stock in each of the Company’s licensees. Pricing for the license agreements was established by the Company’s board of directors. This type of licensing agreement is standard for technology incubators and tech start-up accelerators.

The Company’s related party revenue for three months ended June 30, 2023 and 2022, were $142,775 and $-0-, respectively.

From January 1, 2022 through December 31, 2022, Kenneth Tapp, from time-to-time, provided short-term interest free loans totaling $213,450 for the Company’s operations. At June 30, 2023, the Company owed $0 to Kenneth Tapp.

NOTE 5 – STOCK WARRANTS

The Company has not granted any warrants since 2020. Currently, the Company has 5,283,250 vested warrants outstanding. The warrants had no intrinsic value as of June 30, 2022.

A summary of the status of the outstanding stock warrants is presented below:

SCHEDULE OF OUTSTANDING STOCK WARRANTS

Range of Exercise Prices  Number Outstanding
06/30/2023
  Weighted Average
Remaining Contractual Life
  Weighted Average
Exercise Price
 
$0.050.17   5,283,250   .17 years  $0.07 

F-11

NOTE 6 – COMMON STOCK

Common Stock

Class A

As of June 30, 2023 and December 31, 2022 there were 7,394,792,892 Class A Common Stock shares issued and outstanding.

Class B

Effective March 4, 2020, the Board authorized the issuance of 25,000,000 Class B Common Stock Shares to Ken Tapp, the Company’s Chief Executive Officer, in return for his services as the Company’s Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and have no equity, cash value or any other value.

On May 8, 2020, the Company filed Amended and Restated Articles of Incorporation in Nevada to increase its authorized shares from 2,500,000,000 to 10,000,000,000 Shares and its Preferred Shares from 100,000,000 to 300,000,000 Shares.

Effective March 28, 2021, the Company’s Board unanimously approved the issuance of fifty million (50,000,000) Class B Common Stock Shares to Ken Tapp, the Company’s Chief Executive Officer, in return for his services as its Chief Executive Officer from March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and otherwise have no equity, cash value or any other value.

On January 25, 2023, the Company’s Board unanimously approved the issuance of twenty-five million (25,000,000) Class B Shares to Ken Tapp, its Chief Executive Officer, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value.

As of June 30, 2023, the Company’s Chief Executive Officer controls approximately 57.5% of shareholder votes via its issuance of 100,000,000 Class B Common Stock Shares to Ken Tapp, thereby controlling 10,000,000,000 votes out of the total of 17,394,792,892 outstanding common voting shares. The total of 17,394,792,892 outstanding votes is comprised of: (a) a total of 7,394,792,892 outstanding shares of Class A Common Stock representing one vote per each one Class A Common Stock Share held (7,394,792,892 Votes); and (b) a total of 100,000,000 outstanding shares of Class B Common Stock representing one hundred votes per each one Class B Common Stock Share held (10,000,000,000 Votes).

Class A Preferred Stock

As of June 30, 2023 and December 31, 2022, the Company had 300,000,000 shares of preferred stock authorized with no preferred shares outstanding.

On June 30, 2021, the Board unanimously approved the adoption of the Certificate for 100,000,000 Series A Cumulative Convertible Preferred Stock (the “Certificate”), which Certificate was filed in Nevada on June 30, 2021 and became effective on July 6, 2021. The Stock Certificate, provides that, among other things, that each Preferred A Share has the right to convert each Series A Preferred Share into 20 Common Stock Shares, and has liquidation rights over all other series of Preferred Stock.

F-12

Decentral Life, Inc. is referred to below as “we”, “our”, or “us”.

Risk Factors

Risks Related to Our Business

Our independent registered public accounting firm has issued a going concern opinion; there is substantial uncertainty that we will continue operations in which case you could lose your investment.

In our Form 10-K report dated December 31, 2022, our independent registered public accounting firm, BF Borgers CPA PC, stated that our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business for the foreseeable future. We had an accumulated deficit of $32,864,455 at June 30, 2023, had a net loss of $17,721 from operations for the three months ended June 30, 2023. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. Although we may be successful in obtaining financing and/or generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such funding will be achieved at a sufficient level or that we will succeed in our future operations.

If our Social Networking Platform technology becomes obsolete, our ability to license our Platform and generate revenue from it will be negatively impacted.

If our Platform technology becomes obsolete, our results of operations will be adversely affected. The market in which we compete is characterized by rapid technological change, evolving industry standards, introductions of new products, and changes in customer demands that can render existing products obsolete and unmarketable. Our Platform will require continuous upgrading, or cash flows.


Statement No. 159 – The Fair Value Option for Financial Assetsour technology will become obsolete, and Financial Liabilities—Including an amendmentour business operations will be curtailed or terminate.

Litigation may adversely affect our business, financial condition, and results of FASB Statement No. 115

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.  This standard permits an entityoperations.

From time to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choicetime in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.


Adoption of this pronouncement has not had a material effect on the Company’s consolidated financial statements.

Statement No. 158 – Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)
In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).  To improve financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the datenormal course of its year-end statement of financial position, with limited exceptions.
The adoption of this new Statement has nobusiness operations, we may become subject to litigation that may result in liability material effect on the Company’s current financial position, results or operations, or cash flows.
Statement No. 157Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to clarify how to measure fair value and to expand disclosures about fair value measurements.  The expanded disclosures include the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value on earnings and is applicable whenever other standards require (or permit) assets and liabilities to be measured at fair value.  SFAS 157 is effective forour financial statements issued for fiscal years beginning after November 15, 2007as a whole or may negatively affect our s operating results if changes to our business operations are required. The cost to defend such litigation may be significant and interim periods within those fiscal years.
The adoptionmay require a diversion of this new Statement has not had a material effect on the Company’s current financial position, results or operations, or cash flows.

16


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONTINUING AND FUTURE PLAN OF OPERATIONS.

FORWARD LOOKING STATEMENTS

This analysis shouldresources. There also may be read in conjunctionadverse publicity associated with the condensed consolidated financial statements, the notes thereto, and the financial statements and notes thereto included in the Company's Registration Statement on Form SB-2, as amended, initially filed on March 20, 2004. All non-historical information contained in this annual report is a forward-looking statement. The forward-looking statements contained herein are subject to certain risks and uncertaintieslitigation that could cause the actual results to differ materially from those reflected in the forward-looking statements.
Results of Operations

Total revenue was $ 307,184 for the quarter ended February 28, 2009 as compared to $449,427 for the quarter ended February 29, 2008, a net decrease of $142,243 The net decrease is a resultnegatively affect customer perception of our continued effort to replace non-profitable with profitable business. Also, overall losses as a percentagebusiness, regardless of sales continue to decline. This can be attributed directly to both internal restructuring and to our significant investment inwhether the research and development of our new surf based brand. Our line of merchandise is continuing to be  developed and advertising and promotional campaignsallegations are initiated and underway.   Officer and Administrative Compensation was $4,654 for the quarter ended February 28, 2009 as compared to  $31,308 for the quarter ended February 28,2008, a net decrease of $26,654.  The net decrease is due to the continued restructuring and streamlining of management responsibilities, helping facilitate more focused company direction and the anticipated resulting profitability.  Total Assets were $305,394 at February 29, 2009 as compared to $452,903 at August 31, 2008, a net decrease of $147,509.  The net decrease was primarily due to cash used for development expenses, ongoing operations, and reduction of inventory.

Plan of Operation

We continue promoting and marketing the Pipeline Posse product line, a recognized name in the world of surf and action sports. Our intent  remains the manufacturing, selling and distributing of our own lines of surf wear and to promote this and other lines of goods in appropriate trade journals and other media as they are developed, expanded and distributed. Our first full length movie (surf video) – “Pipeline Posse – Project One” is now for sale in surf shops nationwide as well as available on the website: pipelineposse.com.  Ads have been placed in major surf publications as well as on selected internet websites and the video trailers are available for viewing in our website video section.  Private label business is beginning to return in spite of the continuing competition with aggressively marketed inexpensive overseas manufacturing. We continue to advocate the value of “Made in the USA” products and this is having some effect on new business as well as the return of previous customers. Our unique ability to respond to client needs for fast delivery also adds to our value as a domestic producer of quality goods. Should we be able to perpetuate and expand this trend we will add to our existing staff to support expansion and growth of both our private label business and entertainment business now that the writer’s strike has ended and remain cautiously optimistic on both issues.

Private Labeling

Domestic headwear suppliers have been drastically reduced as a result of increased lower pieced imports. Suppliers remaining in this business each have their own niche in the market place. Few remain in California and our customer base is increasing somewhat with this reduced competition. There are U.S. suppliers located in the Midwest and on the East Coast. They seldom manufacture for our market and deal mainly in the golf, major league baseball and ad specialty-type businesses.

Overseas suppliers are a different situation. They can produce a cap at a fraction of the price we can andvalid or whether we are constantly in competition with them. They can copy all that we create, but if they are asked to create on their own, they may fall short, as our industry is constantly changing by way of fabrics, styles, and method of decorating. Overseas suppliers are in the business of mass production for export. Our current customers use overseas suppliers for some of their "bread and butter" styles but tend to use U.S. suppliers for the more cutting edge products. However, overseas manufacturers require considerably more time in creating new products because of their inability to provide face-to-face contact with designers and domestic customers. They also require greater lead times for shipping and cannot make changes overnight (literally) when required. The logistics also may not allow them to be immediately aware of developing trends, forecasting them, and then developing an appropriate finished product instantly.

At present, the youth oriented "action sports" lifestyle-clothing market (surf/skate/snow) is led by labels such as "Quiksilver" of Huntington Beach, California, representing in excess of $1 billion in annual sales. Also, "O'Neill Sportswear", "Rip Curl", "Lost", "Billabong", "Volcom", and numerous other Orange County, California-based clothing companies service this market and can be considered competition for our new brands. We believe that teens and young adults are looking for something new and trendy to identify with, purchase, and wear.
17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONTINUING AND FUTURE PLAN OF OPERATIONS.- continued
Private Labeling - continued
Although we believe we now have the experience and resources to take advantage of and fulfill the needs of this market and we have already made significant steps towards doing so, the youth, active and sports apparel industry is highly competitive, with many of our competitors having greater name recognition and resources than we do. Many of our competitors are well established, have longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources. As a result, these competitorsultimately found liable. Insurance may be ableunavailable at all or in sufficient amounts to respond more quickly and effectively than we can to new or changing opportunities or customer requirements. Existing or future competitors may develop or offer products that provide price, service, number or other advantages over those we intend to offer. If we fail to compete successfully against current or future competitorscover any liabilities with respect to these or other factors,matters. A judgment or other liability in excess of the insurance coverage for any claims could have a material adverse effect on our business, results of operations, and financial condition.

We expect to incur substantial expenses to meet our reporting obligations as a public company.

We estimate costs of approximately $300,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company, funds that would otherwise be spent for our business operations. Our public reporting costs may increase over time, which will increase our expenses and may decrease our potential profitability.

We have generated a majority of our revenue in 2022 and 2021 from licensing, event, and digital marketing revenues, respectively; the loss of the majority of our revenues in future periods will negatively affect our results of operations.

3

Because our Chief Executive Officer holds 100,000,000 votes, he can exert significant control over our business and affairs and have actual or potential interests that may depart from those of investors.

Our Chief Executive Officer beneficially owns approximately 57.5% of our outstanding voting stock through his ownership of Class B Common Stock Shares. which provides him with significant influence and control over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

to elect or defeat the election of our directors;
to amend or prevent amendment of our certificate of incorporation or by-laws;
to effect or prevent a merger, sale of assets or other corporate transaction; and
to control the outcome of any other matter submitted to our stockholders for a vote.

This concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

We face intense competition since many of our competitors have greater resources than we do.

We face significant competition with respect to our technology platform, including but not limited to Facebook and LinkedIn, which offer a variety of online digital and social networking technology offerings. As such, we expect tech competition to intensify further in the future, further subjecting us to competitive forces. Many of our competitors, including the competitors stated above, have greater capital resources, facilities and diversity of services and product lines, which will enable them to compete more effectively in this market. Competition may increase because of consolidation within the industry. We may be unable to differentiate our products and services from those of our competitors, or successfully develop and introduce new products and services that are less costly than, or superior to, those of our competitors, which could have a material adverse effect on our business, results of operations and financial condition.

We compete with other platforms for market share and for the time and attention of consumers. The proliferation of choices available to consumers for information and business connections has resulted in audience fragmentation and has negatively affected overall consumer demand. We also compete with digital publishers and other forms of media, including social media platforms, search platforms, portals, and digital marketing services. The competition we face has intensified because of the growing popularity of mobile devices, such as smartphones and social-media platforms, and the shift in consumer preference from print media to digital media for the delivery and consumption of content, including video content, websites or use our digital applications directly. Given the ever-growing and rapidly changing number of digital media options available on the Internet, we may be unable to increase our online traffic sufficiently and retain or grow a base of frequent visitors to our websites and applications on mobile devices. In addition, the ever-growing and rapidly changing number of digital media options available on the Internet may lead to technologies and alternatives that we are unable to offer.

The proliferation of new platforms available to advertisers may affect both the amount of advertising that we are able to sell as well as the rates advertisers are willing to pay. Our ability to compete successfully for advertising also depends on our ability to drive scale, engage digital audiences, and prove the value of our advertising and the effectiveness of our digital platforms, including the value of advertising adjacent to high quality content, and on our ability to use our brands to continue to offer advertisers unique, and multi-platform advertising programs. If we are unable to demonstrate to advertisers the continuing value of our digital platforms or offer advertisers unique advertising programs tied to our brands, business, financial condition, and results of operations may be materiallyadversely affected.

4

We will need substantial additional funding to continue our operations, which could result in dilution to our stockholders; we may be unable to raise capital when needed, if at all, which could cause us to have insufficient funds to pursue our operations, or to delay, reduce or eliminate our development of new programs or commercialization efforts.

We expect to incur additional costs associated with operating as a public company and adversely affected.


to require substantial additional funding to continue to pursue our business and continue with our expansion plans. We currentlymay also encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may increase our capital needs and/or cause us to spend our cash resources faster than we expect. Accordingly, we expect that we will need to obtain substantial additional funding in order to continue our operations. To date, we have no market share datafinanced our operations entirely through equity investments by founders and other investors and the incurrence of debt, and we expect to continue to do so in the foreseeable future. Additional funding from those or other sources may not be available for competitionwhen or in the amounts needed, on acceptable terms, or at all. If we raise capital through the sale of equity, or securities convertible into equity, it will result in dilution to our existing stockholders, which could be significant depending on the price at which we may be able to sell our securities. If we raise additional capital through the incurrence of additional indebtedness, we will likely become subject to further covenants restricting our business activities, and holders of debt instruments may have rights and privileges senior to those of our equity investors. In addition, servicing the interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support development of new programs and marketing to current and potential new clients. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate development of new programs or future marketing efforts. Any of these areas. events could significantly harm our business, financial condition and prospects.

We workmust successfully maintain and/or upgrade our information technology systems.

We rely on each job through personal contactsvarious information technology systems to manage our operations, which subjects us to inherent costs and are frequently the only company contactedrisks associated with maintaining, upgrading, replacing and changing these systems, including impairment of our information technology, potential disruption of our internal control systems, substantial capital expenditures, demands on management time and other risks of delays or difficulties in upgrading, transitioning to new systems or of integrating new systems into our current systems.

Because we do not have certain corporate governance matters in place such as an independent board of directors or nominating, audit, or compensation committees, there may be conflicts of interests and corporate governance related risks.

Our Board consists mostly of current executive officers and consultants, which means that we do not have any outside or independent directors. The lack of independent directors:

May prevent the Board from being independent from management in its judgments and decisions and its ability to pursue the Board responsibilities without undue influence.
May present us from providing a check on management, which can limit management taking unnecessary risks.
Create potential for conflicts between management and the diligent independent decision-making process of the Board.
Present the risk that our executive officers on the Board may have influence over their personal compensation and benefits levels that may not be commensurate with our financial performance.
Deprive us of the benefits of various viewpoints and experience when confronting challenges that we face.

Because officers serve on our Board of Directors, it will be difficult for the particular project.


WeBoard to fulfill its traditional role as overseeing management.

Additionally, we do not dependhave a nominating, audit or compensation committee or any such committee comprised of independent directors. The Board performs these functions and no members of the Board are independent directors. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

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We may have difficulty obtaining officer and director coverage or obtaining such coverage on favorable terms or financially be unable to obtain any one or a few major customers.

Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts

We recently applied to the USTPOsuch coverage, which may make it difficult for the trademark “Pipeline Posse” in several categories. Eachour attracting and retaining qualified members of our applications is activeboard of directors, particularly to serve on our audit committee and currently either approvedcompensation committee, and qualified executive officers.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or under reviewincur substantially higher costs to obtain coverage or financially be unable to obtain such coverage. These factors could also make it more difficult for approval byus to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Security breaches and other disruptions could compromise the USPTO examiners We will continueinformation that we maintain and expose us to assessliability, which would cause our business and reputation to suffer.

In the need for any copyright, trademark or patent applications on an ongoing basis.


Film Wardrobe & Entertainment Related Business

Film wardrobe and related business remains slow as productions continue to be produced outside the United States.  This holds true for nearly all of the major studios as well as independent filmmakers, causing the majority of the local costume houses to downsize.

To counter this trend and help regain our lost dollar volume in this area we will continue our existing strategy of marketing directly to movie and television productions before they begin filming locally and send units out of town on location.  Our strategy of dealing directly with producers, wardrobe personnel, and talent is beginning to pay off with recent orders from major films such as “Superman Returns” and the recently released “American Gangster” starring Denzel Washington and Russell Crowe. Any new movies or TV programs to add?

Corporate Sales

While corporate clients currently account for less than fifteen percent (15%)ordinary course of our business, we may collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers and business partners, and personally identifiable information of our customers, in our data centers and on its networks. The secure processing, maintenance and transmission of this information is critical to our business strategy, information technology and infrastructure and we may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our network and the services and information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, and disruption to our operations and the services it provides to customers. This often results in a loss of confidence in our products and services, which could adversely affect our ability to earn revenues and competitive position and could have a material adverse effect on our business, results of operations, and financial condition.

We are subject to data privacy and security risks

Our business activities are subject to laws and regulations governing the collection, use, sharing, protection and retention of personal data, which continue to focusevolve and have implications for how such data is managed. In addition, the Federal Trade Commission (the “FTC”) continues to expand its application of general consumer protection laws to commercial data practices, including to the use of personal and profiling data from online users to deliver targeted Internet advertisements. Most states have also enacted legislation regulating data privacy and security, including laws requiring businesses to provide notice to state agencies and to individuals whose personally identifiable information has been disclosed as a result of a data breach.

Similar laws and regulations have been implemented in many of the other jurisdictions in which we operate, including the European Union. Recently, the European Union adopted the General Data Protection Regulation (“GDPR”), which is intended to provide a uniform set of rules for personal data processing throughout the European Union and to replace the existing Data Protection Directive (Directive 95/46/EC). Fully enforceable as of May 25, 2018, the GDPR expands the regulation of the collection, processing, use and security of personal data, contains stringent conditions for consent from data subjects, strengthens the rights of individuals, including the right to have personal data deleted upon request, continues to restrict the trans-border flow of such data, requires mandatory data breach reporting and notification, increases penalties for non-compliance and increases the enforcement powers of the data protection authorities. In response to such developments, industry participants in the U.S., and Europe have taken steps to increase compliance with relevant industry-level standards and practices, including the implementation of self-regulatory regimes for online behavioral advertising that impose obligations on growing this areaparticipating companies, such as us, to give consumers a better understanding of advertisements that are customized based on their online behavior. We continue to monitor pending legislation and regulatory initiatives to ascertain relevance, analyze impact and develop strategic direction surrounding regulatory trends and developments, including any changes required in our data privacy and security compliance programs.

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We may be unable to identify, purchase or integrate desirable acquisition targets, future acquisitions may be unsuccessful, and we may not realize the anticipated cost savings, revenue enhancements or other synergies from such acquisitions.

We plan to investigate and acquire strategic businesses with the potential to be accretive to earnings, increase our market penetration, brand strength and its market position or enhancement of our existing product and service offerings. There can be no assurance that we will identify or successfully complete transactions with suitable acquisition candidates in the future. Additionally, if we were to undertake a substantial acquisition, the acquisition may need to be financed in part through additional financing through public offerings or private placements of debt or equity securities or through other arrangements. There is no assurance that the necessary acquisition financing will be available to us on acceptable terms if and when required. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. We may also unknowingly inherit liabilities from acquired businesses or assets that arise after the acquisition and that are not adequately covered by indemnities. In addition, if an acquired business fails to meet our expectations, its operating results, business and financial position may suffer.

If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud; as a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our brand and operating results will likely be harmed. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that any measures we implement will ensure that we achieve and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information and materially harm our business, which would have a negative effect on our operations.

We may be unable to effectively manage our growth or improve our operational, financial, and management information systems, which could have a material adverse effect on our business, results of operations, and financial condition.

In the near term and contingent upon raising adequate funds or generate the needed revenue, we intend to expand our operations significantly to foster growth. Growth may place a significant strain on our business and administrative operations, finances, management and other resources, as follows:

The need for continued development of financial and information management systems;
The need to manage strategic relationships and agreements with manufacturers, customers and partners; and
Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage the business.

Should we fail to successfully manage growth could, our results of operations will be negatively affected.

If we fail to protect or develop our intellectual property, business, operations and financial condition could be adversely affected.

Any infringement or misappropriation of our intellectual property could damage its value and limit its ability to compete. We may have to engage in litigation to protect the rights to our intellectual property, which could result in significant litigation costs and require a significant amount of management time and attention. In addition, our ability to enforce and protect our intellectual property rights may be limited in certain countries outside the United States, which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those that we develop.

We may also find it necessary to bring infringement or other actions against third parties to seek to protect its intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute and there can be no assurance that we will have the financial or other resources to enforce its rights or prevent other parties from developing similar technology or designing around our intellectual property.

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Our trade secrets may be difficult to protect.

Our success depends upon the skills, knowledge, and experience of our technical personnel, consultants and advisors. Because we operate in several highly competitive industries, we rely in part on trade secrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality or non-disclosure agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers, and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third party’s confidential information developed by the receiving party or made known to the receiving party by us during the course of the receiving party’s relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive property.

These confidentiality, inventions and assignment agreements may be breached and may not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case will be unable to prevent the use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and was using our trade secrets could be difficult, expensive and time consuming and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could have a material adverse effect on our business, results of operations, and financial condition.

The consideration being paid to our management is not based on arms-length negotiation.

The compensation and other consideration we have paid or will be paid to our management has not been determined based on arm’s length negotiations. While management believes that the consideration is fair for the work being performed, we cannot assure that our consideration to management reflects the true market value of their services.

There are risks associated with the proposed expansion of our business.

Any expansion plans that we undertake to increase or expand our operations entail risks, which may negatively impact our potential profitability. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to us at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from its existing operations, any of which factors could have a material adverse effect on our business, results of operations, and financial condition. We cannot assure investors that our products, services, or controls will be adequate to support the anticipated growth of our operations.

Our business and operations and that of the businesses that we may acquire interests in may experience rapid growth; if we fail to manage our growth, our business and operating results could be negatively impacted.

We or the companies from which we may acquire interests from may experience rapid growth in our operations, which may place significant demands on our and those acquired companies’ management, operational and financial infrastructure. If the companies from which we intend to acquire interests do not manage growth, the quality of their products and/or services could materially suffer, which could negatively affect our brand and operating results and that of the companies we intend to acquire interests of. To manage this growth, we and those acquired companies will need to continue to improve operational, financial and management controls and reporting systems and procedures. These systems enhancements and improvements will require significant capital expenditures and allocation of valuable management resources. If the improvements are not implemented successfully, our and those companies’ ability to manage growth will be impaired causing significant additional expenditures.

Acquiring interests in other companies could result in operating difficulties, dilution and other harmful consequences.

We do not have direct experience in acquiring interests of companies. which acquisitions if completed will be material to our financial condition and results of operations and may create material risks, including:

need to implement or remediate controls, procedures and policies
diversion of management’s time and focus from operating our business to acquisition integration challenges
retaining employees
need to integrate each company’s accounting, management information, human resource and other administrative systems for effective management.

Should we be unsuccessful in the above integration aspects, the anticipated benefit of our acquiring interests in other companies may not materialize. Future acquisitions or dispositions will likely result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Future acquisitions may require us to obtain additional equity or debt financing, which may be unavailable on favorable terms or at all.

A proliferation of bank failures in the US could negatively impact our economy as a whole and our results of operations.

In 2023, First Republic Bank, Silicon Valley Bank and Signature Bank were subject to bank failures. Should this trend of bank failures proliferate, the banking sector and the entire US economy may be negatively impacted, including that if a large number of banks fail, it could lead to a domino effect, causing other banks to fail as well, including a possible ripple effect causing depositors to withdraws funds from other banks. This could lead to a panic and a loss of confidence in the banking system leading to a recession, financial crisis, and credit crunch, making it difficult for businesses and consumers to access credit and slowing economic growth.

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COVID-19 RELATED RISKS

The future outbreak of the coronavirus may negatively impact our business, results of operations and financial condition.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 resulted in a widespread health crisis and any future COVID-19 outbreak could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition.

A future outbreak of the COVID-19 may adversely affect our customers or subscribers and have an adverse effect on our results of operations.

A future outbreak of COVID-19 e could adversely affect our potential licensee’s financial condition, resulting in reduced spending by our licensee to pay us our license fees. Risks related to an epidemic, pandemic, or other health crisis, such as COVID-19, could negatively impact the results of operations of one or more of our l licensees or potential licensee operations. The ultimate extent of the impact of any future epidemic, pandemic or other health crisis on our licensees and our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic, or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, and results of operations.

Certain historical data regarding our business, results of operations, financial condition and liquidity does not reflect the impact of the COVID-19 pandemic and related containment measures and therefore does not purport to be representative of our future performance

The information included in our Annual report on Form 10-K for our fiscal year ended December 31, 2022 and our other reports filed with the SEC, including this Form 10-Q, includes information regarding our business, results of operations, financial condition and liquidity as of dates and for periods before and during the impact of the COVID-19 pandemic and related containment measures (including quarantines and governmental orders requiring the closure of certain businesses, limiting travel, requiring that individuals stay at home or shelter in place and closing borders). Therefore, certain historical information therefore does not reflect the adverse impacts of the COVID-19 pandemic and the related containment measures. Accordingly, investors are cautioned not to unduly rely on such historical information regarding our business, results of operations, financial condition or liquidity, as that data does not reflect the adverse impact of the COVID-19 pandemic and therefore does not purport to be representative of the future results of operations, financial condition, liquidity or other financial or operating results of us, or our business.

THE FUTURE OUTBREAK OF COVID-19 HAS RESULTED IN A WIDESPREAD HEALTH CRISIS THAT COULD ADVERSELY AFFECT THE ECONOMIES AND FINANCIAL MARKETS WORLDWIDE AND COULD EXPONENTIALLY INCREASE THE RISK FACTORS DESCRIBED ABOVE AND BELOW.

RISKS RELATED TO OUR SECURITIES

An investment in our securities is highly speculative.-

Our tokens, common and preferred shares are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested. Before purchasing any of our securities, you should carefully consider the risk factors contained herein relating to our business and prospects. If any of the risks presented herein actually occur, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our tokens and common stock could decline at any time, and you may lose all or part of your investment.

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There is no active public trading market for our tokens and an active market may never develop.

Our WDLF tokens and preferred stock is not quoted on any trading medium. Consequently, investors may be unable to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, holders of our securities may not find purchasers for our securities should they attempt to sell their securities. Consequently, only investors having no need for liquidity in their investment should purchase our securities and who can hold our securities for an indefinite period.

You will experience future dilution as a result of future equity offerings.

We may in the future offer additional securities. . Although no assurances can be given that we will consummate new financing, in the event we do, or in the event we sell shares of preferred or common stock or other securities convertible into shares of our common stock in the future, additional and substantial dilution will likely occur. In addition, investors purchasing shares or other securities in the future could have rights superior to investors in prior offerings. Subsequent offerings at a lower price, often referred to as a “down round,” could result in additional dilution.

Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which would rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred securities in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our common stock.

External economic factors may have a material adverse impact on our business prospects.

Success can also be affected significantly by changes in local, regional and national economic conditions. Factors such as inflation, labor, energy, real estate costs, the availability and cost of suitable employees, fluctuating interest rates, state and local laws and regulations and licensing requirements and increased competition can also adversely affect us.

The market price of our Common Stock may fluctuate significantly in the future.

We expect that the market price of our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:

competitive pricing pressures;
our ability to market our services on a cost-effective and timely basis;
changing conditions in the market;
changes in market valuations of similar companies;

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stock market price and volume fluctuations generally;
regulatory developments;
fluctuations in our quarterly or annual operating results;
additions or departures of key personnel; and
future sales of our Common Stock or other securities.

The price at which you purchase shares of our Common Stock may not be indicative of the price that will prevail in the trading market. Shareholders may experience wide fluctuations in the market price of our securities. These fluctuations may have a negative effect on the market price of our securities and may prevent a shareholder from obtaining a market price equal to the purchase price such shareholder paid when the shareholder attempts to sell our securities in the open market. In these situations, the shareholder may be required either to sell our securities at a market price, which is lower than the purchase price the shareholder paid, or to hold our securities for a longer period than planned. An inactive or low trading market may also impair our ability to raise capital by selling shares of capital stock. You may be unable to sell your shares of Common Stock at or above your purchase price, which may result in substantial losses to you and which may include the complete loss of your investment. Any of the risks described above could adversely affect our sales and profitability and the price of our Common Stock.

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities will be in the over-the-counter market, which is commonly referred to as the OTC Markets, as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be penny stocks for the foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

the basis on which the broker or dealer made the suitability determination, and
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also must be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, probably, will be subject to such penny stock rules for the foreseeable future and our shareholders will, likely, find it difficult to sell their securities.

Cautionary Note

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward- looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

Overview

We are a Nevada corporation formed on August 30, 1985. Our headquarters are in Englewood, Colorado. We have been engaged in our current business model since June of 2016, as a result of our having been discharged from a receivership and acquiring Life Marketing, Inc., which was in a different industry as our previous business.

We have experienced recurring losses and negative cash flows from operations since inception, including in our current business model. We anticipate that our expenses will increase as we ramp up our expansion, which likely will lead to additional losses, until such time that we approach profitability, or which there are no assurances. We have relied on equity and debt financing to fund operations to-date. There can be no guarantee that we will ever become profitable, or that adequate additional financing will be realized in the future or otherwise may be available to us on acceptable terms, or at all. If we are unable to raise capital when needed, we would be forced to delay, reduce or eliminate our expansion efforts. We will need to generate significant revenues to achieve profitability, of which there are no assurances.

Trends and Uncertainties

Our business is subject to the trends and uncertainties associated with expansion of niche industry social networks and ecommerce solutions are increasing in popularity and availability. At some point, industry saturation of technology solutions that we provide to, and support for TBI participant tech startup companies will make it more difficult for our business model to expand. This will force us to innovate new technology solutions, which will undoubtedly cost more money to fund.

Going Concern

The Company’s financial statements have been prepared on a going concern basis, which assumes that it will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. As of June 30, 2023 the Company had $31,338 of cash on hand an accumulated deficit of $32,864,455 and used cash of $35,899. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its generating profitable operations in the future and/or to obtain the necessary financing to meet obligations and repay liabilities arising from normal business operations when they come due. The Company’s management intends to finance operating costs over the next year with the additionpublic issuance of in-house salespeople. Also,common stock and related party loans. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund its operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved or that it will succeed in its future operations. The Company’s financial statements do not include any adjustments that may result from the outcome of these uncertainties.

We will attempt to overcome the going concern opinion by increasing our TBI licensing to additional tech company startups, thereby increasing our revenues, but will increase our expenses and lead to possible net losses. There is no assurance that we will ever be profitable.

COMPARATIVE RESULTS

Results of Operations for the 6 month periods ended June 30, 2023 and 2022

Revenues

For the six-month period ended June 30, 2023, we recognized $315,963 in revenues, compared to $140,000 in revenue from licensing during the six month period ended June 30, 2022. The increase of $175,963 in revenue is primarily attributable to the sale of new digital asset platforms, the addition of one new silk screening equipment has given usTBI client licensee, and revenue share from the capabilityexisting TBI licensees.

Cost of Revenue

Cost of revenue was $44,215 and -0- for the six-month period ended June 30, 2023 and 2022.

Operating Expenses

For the six months ended June 30, 2023, we recorded $342,693 in operating expenses compared to accept$125,929 in operating expenses for the six months ended June 30, 2022, a material increase of $216,724. The increase is primarily attributable to an increase of approximately $87,000 in legal and produce large ordersprofessional fees, an increase of promotional t-shirtsapproximately $56,000 in compensation expense, and related items for corporate programs through outside sales and advertising organizations. Our salespeople are now attempting to solicit business to our existing client base via telephone and Internet as well as to potential new customers throughan increase of marketing expense of approximately $36,000 in the same means as well as through print advertising via mailing and placement in trade publications. We are committed to making this new division profitable and more qualified labor has been retained to operate the new equipment as needed.   Second and third manufacturing shifts can be added as growth requires. We have assigned two in-house clerical persons to service new inquiries and added accounts, as well as order finished goods for embellishment and shipping. Current production capacity is adequate to handle the anticipated increased volume.  No other major capital expenditures are anticipated at this time.


Development of new Product Lines

We have identified and developed an opportunity to export the California life style2023 period compared to the rest2022 period. Additionally there were increases in numerous expense categories consistent with our higher levels of Americaactivity.

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Other income

During the six-month period ended June 30, 2023 we generated $16 of other income compared to 5,126 of other expense during the six month period ended June 30, 2022.

Net Loss

As a result of the foregoing we generated a net loss of $70,929 during the six month ended June 30, 2023, compared to net income of $8,946 during the six months ended June 30, 2022.

Liquidity and Capital Resources

Cash Flows from Operating Activities

Net cash used in operating activities was $35,899 for the six months ended June 30, 2023 compared to $5,931 in net cash used during the period ended June 30, 2022. The increase in net cash used during the 2023 period is primarily attributable to increased loss in the 2023 partially offset by changes in assets and liabilities.

Cash Flows from Financing Activities

Net cash used in financing activities was $132,073 during the six month period ended June 30, 2023 compared to net cash provided by financing activities of $5,155 during the six month period ended June 30, 2022. The material decrease in cash flows provided by financing activities is due to the worldwide markets in general. Started as an idea born in San Clemente, California, homerepayment of the premier surfing beachesrelated party loans in the world, we have created a number2023 period of California Driven brands of products.

Under the California Driven umbrella, several lines are being developed with specific target markets in mind. Currently, several California Driven products are being developed by us but they do not represent any significant amount of our current overall revenue. The California Driven brand lines are being developed as an expansion into our own line of products$129,673 compared to market and sell.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONTINUING AND FUTURE PLAN OF OPERATIONS.- continued
Development of new Product Lines - continued
The first identified brand line is Pipeline Posse™. Three trademarks have been applied for and are under active review for approval by the USPTO.  We have completed initial design of a line of surf wear under the Pipeline Posse™ logo and have manufactured  lifestyle oriented goods to begin a sales and marketing campaign. The exclusive rights for  Pipeline Posse™ were acquired on August 15, 2005  from Braden Dias of Hawaii.  Mr. Dias is a world renowned surfer and is under agreement with us to represent Pipeline Posse as a professional athlete$-0- in the development of Surf and Sportswear lines.  In addition to Mr. Dias, several additional professional Hawaiian surfers are currently under agreement to represent the project and 3 support people have been hired, both in Hawaii and California.  Clothing design is being aggressively developed by both in-house personnel and professional independent contractors experienced in product development for the Action Sports Industry.
Contact with our target market has been initially established in several major surf publications  through personal interviews with our athletes as well as editorials on The Pipeline Posse itself.  Print and on-line advertising campaigns have commenced in both industry related magazines and websites.  We have also published and activated PIPELINEPOSSE.COM, our website which features up to date information on the athletes, activities, photo and video galleries, an active news blog, related action sports links, and a fully developed online store.  The secure site and shopping capability has been recently activated to accept credit cards and offer shipment of merchandise worldwide.  A multi- faceted major advertising and marketing campaign is being budgeted and developed for the end of 2008 and professional sales organizations are being interviewed and considered for representation and distribution of the brand both domestically and worldwide.
Additional Action Sport related brands are being considered and are in various stages of development in regard to trademarks, competition, market potential, and strategy and cost.  Target dates for launch have not been yet established.        
This Form 10-Q includes forward looking statements concerning the future operations of the Company. This statement is for the express purpose of availing the Company of the protections of such safe harbor with respect to all forward looking statements contained in this Form 10-Q. We have used forward looking statements to discuss future plans and strategies of the Company. Management's ability to predict results or the effect of future plans is inherently uncertain. Factors that could affect results include, without limitation, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions, acceptance, technological change, changes in industry practices and one-time events. These factors should be considered when evaluating the forward looking statements and undue reliance should not be placed on such statements. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein.
Critical Accounting Policies
Sew Cal’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Sew Cal's views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Sew Cal's consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report. During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations.
2022 period.

Off-Balance Sheet Arrangements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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applicable

ITEM 4T. CONTROLS AND PROCEDURES


Our management, under the supervision4. Controls and with the participation of our Chief Executive Officer (“CEO”)Procedures.

Disclosure Controls and Chief Financial Officer (“CFO”), has evaluated the effectiveness of ourProcedures

We maintain disclosure controls and procedures as defined in Securities and Exchange Commission (“SEC”) Rule 13a-15(e) and 15d-15(e) as of the end of the period covered by this report.  Based upon that evaluation, management  has concluded that our  disclosure  controls  and  procedures  are effectivedesigned to ensure that information we are required to disclosebe disclosed in our reports that we file or submitfiled under the Securities Exchange Act is communicated to management, including the CEO and CFO,of 1934, as appropriate to allow timely decisions  regarding required disclosure andamended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our report as of the end of the period covered by this report. This is because we have not sufficiently developed our segregation of duties nor have we established an audit committee.

Changes in Internal Control over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controlscontrol over financial reporting that occurred during the Third quarter 2008ending June 30, 2023 and during our fiscal year ended December 31, 2022 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about February 14, 2008 RickLegal Proceedings.

From time to time, we may become involved in various lawsuits and Judy Songer, RL Songer & Associates LLC and the Company filed suit against Conoco Phillips, Inc.legal proceedings, which arise, in the Superiorordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently involved in the following legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Peak One Opportunity Fund, L.P.

On April 9, 2021, we commenced legal action in the United States District Court for the Southern District of Florida against Peak One Opportunity Fund, L.P. (“Peak One”) and Jason Goldstein (“Goldstein”), alleging, among other things, that Peak One is acting as an unregistered dealer in violation of Section 15(a) of the StateSecurities Exchange Act of 1934 (the “Act”) and, therefore, certain debentures and warrants entered into by and between us and Peak One should be declared void ab initio and, further, that Peak One is liable for recessionary damages to us pursuant to Section 29(b) of the Act.

On June 11, 2021, Peak One and Goldstein filed a motion to dismiss our complaint, which the Court subsequently granted on June 28, 2021, on procedural grounds, and without prejudice, and closed the action for administrative purposes.

On July 2, 2021, we filed an amended complaint against Peak One, Goldstein, Peak One Investments, LLC (“Peak Investments”, and together with Peak One and Goldstein, the “Peak Parties”) and J.H. Darbie & Co. (“Darbie”), along with a motion to reopen the action, alleging, among other things, that the Peak Parties are acting as unregistered dealers in violation of Section 15(a) of the Act.

On July 8, 2021, the Court denied our motion to reopen the action, without prejudice, as the amended complaint contravened the Eleventh Circuit’s prohibition against “shotgun” pleadings.

On July 22, 2021, we filed a motion for clarification and/or for leave to file its second amended complaint.

On August 5, 2021, Peak One and Goldstein filed an opposition to our motion for leave to file a second amended complaint and, further, moved for sanctions pursuant to 28 U.S.C. § 1927.

On August 8th, 2023, in the matter of a Motion for Attorneys’ Fees and Expenses filed by the defendants’, the Court granted attorneys’ fees to Peak One in the trial court, although we have filed an appeal that in the Eleventh Circuit that is still pending. We have petitioned the Florida court for a supersedeas bond to stay collection of the $157,902.50 pending a resolution of the appeal. We believe that our petition for a stay for the collection of $157,902.50 in legal fees will be granted by the Florida Court, and, therefore has not included any accrual for these legal fees in its financial statements.

We intend to litigate the causes of action asserted in the amended complaint against the Peak Parties and Darbie, including but not limited to Peak One is acting as an unregistered dealer in violation of Section 15(a) of the Act and, therefore, we are entitled to have the debentures and warrants entered into by and between us and Peak One declared void ab initio and, further, that Peak One is liable to us for recessionary damages to us pursuant to Section 29(b) of the Act. We contend that the foregoing arguments are brought in good faith, particularly in light of recent SEC enforcement actions against other unregistered dealers.

LGH Investments, LLC

On April 19, 2021, we commenced legal action in the United States District Court for the Southern District of California against LGH Investments, LLC (“LGH”) and Lucas Hoppel (“Hoppel”) alleging, among other things, that LGH is acting as unregistered dealer in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”) and, therefore, certain convertible promissory notes and share purchase agreements entered into by and between us and Peak One should be declared void ab initio and, further, that Peak One is liable for recessionary damages to us pursuant to Section 29(b) of the CountyAct.

14

On June 25, 2021, LGH and Hoppel filed a motion to dismiss our complaint.

On July 8, 2021, we filed a motion for extension of Los Angelestime to respond to LGH and Hoppel’s motion to dismiss our complaint. The Court granted our motion for an extension of time on July 13, 2021.

On July 16, 2021, we filed our first amended complaint against LGH, Hoppel, and J.H. Darbie (“Darbie”) alleging, among other things, that LGH is acting as unregistered dealers in violation of Section 15(a) of the Act.

In turn, on July 23, 2021, the Court denied LGH and Hoppel’s motion to dismiss as moot.

We intend to litigate the causes of action asserted in the amended complaint against LGH, Hoppel, and Darbie, including but not limited to LGH is acting as an unregistered dealer in violation of Section 15(a) of the Act and, therefore, we are entitled to have the convertible promissory notes and share purchase agreements entered into by and between us and LGH declared void ab initio and, further, that LGH is liable to us for recessionary damages for negligence, private nuisance, public nuisance, nuisance per se, trespass, declaratory relief, equitable indemnity and preliminary and permanent injunction.  Discovery is progressing and a trial dateto us pursuant to Section 29(b) of September 14, 2009 has been set.  The Complaint allegesthe Act. We contend that the defendants operated and continuedforegoing arguments are brought in good faith, particularly in light of recent SEC enforcement actions against other unregistered dealers.

We know of no material pending legal proceedings to operatewhich we or our subsidiary is a “TANK FARM”party or of which leaked gasoline and related products, creating a large underground contaminate plume.  This plume has spread in a generally South/Southwesterly direction, traveling onto Plaintiffs’any of our properties, alongor the Southern  borderproperties of our subsidiary, is the ConocoPhillips Facility.


On or about February 19, 2009, Sew Cal Logo, Inc. filed suit in Superior Courtsubject. In addition, we do not know of the State of California for the County of Los Angeles against Joseph J Pearson alleging fraud against the Company.
ITEM 1A. RISK FACTORS
Not required.
any such proceedings contemplated by any governmental authorities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.
Unregistered Sales of Equity Securities and Use of Proceeds.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.
Defaults Upon Senior Securities

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
Mine Safety Disclosures.

None

ITEM 5. OTHER INFORMATION

Other information

None.

20

ITEM 6. EXHIBITS

(a) EXHIBITS
Exhibits.

EXHIBIT INDEX

Exhibit

Number

Description
31.1 CertificationCertifications of the Chief Executive Officer Pursuantand Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
32.1
32.2
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document

15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 21, 2023

DECENTRAL LIFE, INC.
By:/s/ Ken Tapp
Ken Tapp
Chief Executive Officer
(Principal Executive Officer & Chief Executive Officer)
   
Date: April 20, 2009By:/s/ Richard SongerKen Tapp
Richard Songer Ken Tapp
President, Director and Chief Financial Officer
Executive Officer(Chief Financial Officer/Chief Accounting Officer)

16
Date: April 20, 2009By:/s/  Judy Songer
Judy Songer
Director and Chief
Financial Officer

21